Fund-ME Offering Circular: Form FND-ME IMPORTANT NOTICES TO PROSPECTIVE INVESTORS: The Company described in this Offering Circular is attempting to raise money for its business by offering securities to the public in Maine, subject to strict limits on the maximum dollar amount that the Company can raise and the maximum dollar amount that can be sold to any one investor. The information contained in this Offering Circular has been provided by the Company itself. Neither the Maine Office of Securities nor any other Maine or federal government agency has attempted to verify the accuracy or completeness of the information provided in this Offering Circular by the Company. It is unlawful and potentially a crime for anyone to tell you differently. You should consider the terms and risks of this offering before you invest.
The Company is required to provide you with at least internally prepared financial statements and, depending on the details of the offering, possibly CPA reviewed or CPA audited financial statements.
Investment in a small business is often risky, and some businesses are much riskier than others. Most small businesses fail within the first several years of operation. YOU SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. See the Risk Factors section of the Offering Circular for a discussion of the risk factors that the Company believes present the most substantial risks to you.
If you buy the securities offered here and you later come to believe that the information provided in this Offering Circular was intentionally false at the time of your purchase, you should contact the Maine Office of Securities through its Online Complaint Option at https://www.maine.gov/pfr/securities/complaint.htm, or by calling 877-624- 8551. Maine law provides legal remedies for victims of fraud, but be aware that the procedures for pursuing the remedies are complicated and time- consuming. The best defense is not to make the investment if you cannot afford to lose the entire amount invested.
No one can receive compensation for selling this security unless that person is properly licensed. If you have any questions, please contact the Maine Office of Securities. As a protection to investors, all monies raised in this offering will be set aside in a separate account at a depository institution and cannot be spent by the Company unless and until it raises its Minimum Offering Amount by the date provided in the Offering Circular (no later than one year from the effective date of the offering). The Company is required to provide investors with certain reports according to the Fund-ME statute and administrative rules. If the minimum funding amount is not met by the date specified, the Company is required to refund your investment in full. Securities you buy in this offering may be resold to others. However, there is no public market for these securities, and finding purchasers who are willing to buy your securities at favorable prices may be very difficult.
The Company is required to include in this Offering Circular and the attached appendices important information about the Company itself and this offering. If any Company representative gives you different information, you should not rely upon it; you should rely only on the information in this Offering Circular.
An issuer may be disqualified from raising capital using Fund-ME if the issuer or persons associated with the issuer have previously engaged in certain activities, as described in Office of Securities Rules Chapter 523.
I. THE COMPANY: CONTACT INFORMATION
Name (exact name of Company as set forth in its organizational documents):
______
Type of entity:
State of incorporation/organization: Check if the entity is in good standing
Street address of principal place of business:
Company telephone number:
Company website:
Name of person(s) to contact at the Company with respect to offering:
Contact telephone number (if different from above): Contact email address:
The date this Offering Circular is being filed with the Administrator:
KEY PEOPLE
Provide the name of each person or entity holding more than 20 percent ownership of the Company or of any single class of securities of the Company:
2 Please attach a list of names and titles of all Officers, Directors, Managers and other key persons as Appendix A.
COMPENSATION
Provide the name, title, and annual compensation for the three highest paid people employed by the company during the last fiscal year:
1. 2. 3.
Is their compensation expected to change within the next 12 months? [ ] Yes [ ] No If the answer is “yes,” explain:
BUSINESS OF THE COMPANY
Please attach a copy of the Company’s business plan as Appendix B. Please also describe here the history, operational status, and the objectives of the Company through a successful crowdfunding offering.
FINANCIAL STATEMENTS
Attach the Company’s financial statements as Appendix C. For more information, see 32 M.R.S. § 16304(6-A)(E) of the Maine Uniform Securities Act.
II. THE OFFERING:
DETAILS
Total aggregate dollar amount of securities offered: Minimum offering amount: Date by which minimum offering amount must be raised: Price per share: $______ If the price is not yet determined, the method for determining the price: 3 ______ Type of securities offered: Depository institution in which funds will be impounded:
IMPOUNDMENT: ALL FUNDS RAISED AS PART OF THIS OFFERING MUST BE HELD IN A SEPARATE ACCOUNT AT A DEPOSITORY INSTITUTION UNTIL THE MINIMUM OFFERING AMOUNT IS REACHED. IF THE MINIMUM OFFERING AMOUNT IS NOT REACHED WITHIN A YEAR OF THE EFFECTIVE DATE OF THE OFFERING, OR BY AN EARLIER DATE SPECIFIED BY THE ISSUER IN THIS OFFERING CIRCULAR, THE ISSUER MUST RETURN ALL FUNDS TO INVESTORS.
DESCRIPTION OF SECURITIES OFFERED
Please attach as Appendix D the following:
(i) The terms of the securities being offered; (ii) Any other securities issued by the Company; (iii) How other securities issued by the Company may affect the securities now being offered, including how rights of the offered securities may be materially limited, diluted, or qualified; and (iv) How the exercise of rights or approval of corporate actions by principal owners of the Company may negatively impact the purchasers of the securities being offered.
PROCEEDS
If maximum sold If minimum sold
Anticipated gross proceeds from offering: $ $
4 Less Offering expenses: $ $ Commissions and finders fees: $ $ Legal and accounting: $ $ Copying and advertising: $ $ Other: $ $
Anticipated net proceeds from offering: $ $
Describe how the Company intends to use the proceeds of this offering:
Describe the Company’s previous efforts to raise capital and its use of proceeds raised:
Is the offering subject to any limitations on who will be allowed to purchase securities? Yes No
If yes, please describe:
Is anyone eligible to receive commissions, finder’s fees, or other compensation from the Company’s sale of securities? Yes No
If yes, please describe:
RISK FACTORS
List in the order of importance the factors that the Company considers to be the most significant risks to an investor.
Include and expand on risks that result from the following:
1. Lack of management experience or dependence on current management:
5 2. Competitive and economic factors:
3. Negative or low net worth position of the issuer:
4. Litigation: Describe any recent, pending, or threatened litigation or administrative action that has had or may have a material effect upon the Company's business, financial condition, or operations. State the names of the principal parties, the nature and current status of the matter(s), and the amounts involved.
5. Other:
SIGNATURES:
The Company’s principal owners, its executive officers, and its directors must sign this Offering Circular to represent that each has diligently attempted to confirm the accuracy and completeness of the information in the Offering Circular. When the Chief Financial Officer (or equivalent) signs this Offering Circular, he or she represents that the financial statements filed have been prepared in accordance with generally accepted accounting principles that have been consistently applied, except where explained in the notes to the financial statements. He or she represents that the financial statements fairly state the Company's financial position and results of operations, or receipts and disbursements, as of the dates and periods indicated. He or she also represents that year-end figures include all adjustments necessary for a fair presentation under the circumstances. Name Title 1. 2. 3.
4.
6 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15.
APPENDIX A
Key Persons
7
APPENDIX B
Business Plan
8 APPENDIX C
Financial Statements
9 APPENDIX D
Description of Securities Offered
10